APPENDIX A
SOUTH JERSEY INDUSTRIES, INC. 1997 STOCK-BASED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 1999)
1. Purpose Of Plan
The purpose of the Plan, which was formerly known as the South Jersey
Industries, Inc. 1997 Stock Option and Stock Appreciation Rights Plan, is to
assist the Company in retaining the employment of valued officers and employees
by: (i) providing incentive compensation opportunities competitive with those
of other major companies; (ii) providing performance related incentives that
motivate superior performance on the part of the Company's officers and
employees; and (iii) providing the Company's officers and employees with the
opportunity to acquire an ownership interest in the Company and to thereby
acquire a greater stake in the Company and a closer identity with it.
2. Definitions
(a) "Award" means an award of Options, SARs, or Restricted Stock.
(b) "Board" means the board of directors of the Parent Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the committee described in Paragraph 5.
(e) "Company" means South Jersey Industries, Inc. and each of its
Subsidiary Companies.
(f) "Date of Grant" means the date on which an Option, SAR or Restricted
Stock Award is granted.
(g) "Dividend Equivalent" means the right to receive the equivalent value
(in Shares) of dividends that are paid on Restricted Stock and
reinvested in Shares.
(h) "Fair Market Value" means on any given date the mean between the
highest and lowest prices of actual sales of Shares on the principal
national securities exchange on which the Shares are listed on such
date or, if there are no such sales on such date, the mean between
the closing bid and asked prices of the Shares on such exchange on
such date.
(i) "Holder" means a person to whom (i) an SAR has been granted under the
Plan, which SAR has not been exercised and has not expired or
terminated, or (ii) a Restricted Stock Award has been granted, which
Award has not become vested or been forfeited.
(j) "Incentive Stock Option" means an Option granted under the Plan,
designated by the Committee at the time of such grant as an Incentive
Stock Option and containing the terms specified herein for Incentive
Stock Options.
(k) "Non-Qualified Option" means an Option granted under the Plan,
designated by the Committee at the time of such grant as a Non-
Qualified Option and containing the terms specified herein for Non-
Qualified Options.
(l) Option" means any stock option granted under the Plan and described
either in Paragraph 3(a) or 3(b).
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(m) "Optionee" means a person to whom an Option has been granted under
the Plan, which Option has not been exercised and has not expired or
terminated.
(n) "Parent Company" means South Jersey Industries, Inc.
(o) "Performance Goal" means the annual consolidated earnings per share
from the Company's continuing operations, or any other goal that is
established at the discretion of the Committee including, among other
things: (i) the price of Shares, (ii) the market share of the Company
(or any business unit thereof), (iii) sales by the Company (or any
business unit thereof), (iv) return on equity of the Company, or (v)
costs of the Company (or any business unit thereof). The Committee
shall have sole discretion to determine specific targets within each
category of Performance Goals.
(p) "Restriction Period" means the period during which Restricted Stock
awarded under the Plan is subject to forfeiture.
(q) "Restricted Stock" means Shares awarded by the Company under
Paragraph 11 of the Plan and described in Paragraph 3(d).
(r) "SAR" means a stock appreciation right granted under the Plan and
described in Paragraph 3(c).
(s) "Share" or "Shares" means a share or shares of Common Stock of the
Parent Company.
(t) "Subsidiary Companies" means all corporations that, at the time in
question, are subsidiary corporations of the Parent Company within
the meaning of section 425(f) of the Code.
(u) "Ten Percent Shareholder" means a person who on the Date of Grant
owns, either directly or within the meaning of the attribution rules
contained in section 425(d) of the Code, stock possessing more than
ten percent of the total combined voting power of all classes of
stock of his or her employer corporation or of its parent or
subsidiary corporations, as defined respectively in sections 425(e)
and (f) of the Code.
(v) "Value" of a SAR means the excess of the Fair Market Value of a Share
on the date of exercise of such SAR over the Fair Market Value of a
Share on the Date of Grant of such SAR.
3. Rights To Be Granted
Rights that may be granted under the Plan are:
(a) Incentive Stock Options, which give the Optionee the right for a
specified time period to purchase a specified number of Shares for a
price not less than their Fair Market Value on the Date of Grant;
(b) Non-Qualified Options, which give the Optionee the right for a
specified time period to purchase a specified number of Shares for a
price determined by the Committee on the Date of Grant;
(c) SARs, which give the Holder the right for a specified time period,
without payment to the Company, to receive the Value of such SARS, to
be paid in cash or Shares or a combination of cash and Shares, the
number and amount of which shall be determined pursuant to Paragraph
8(e) below.
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(d) Restricted Stock Awards, which give the Holder a specific number of
Shares which are either (i) awarded upon the Company's achievement of
Performance Goals established by the Committee, or (ii) awarded,
subject to forfeiture if the Company fails to achieve Performance
Goals established by the Committee.
4. Stock Subject To Plan
Not more than 306,000 Shares in the aggregate may be delivered pursuant to
the Plan upon exercise of Options or SARs, or pursuant to Restricted Stock
Awards. The Shares so delivered may, at the option of the Company, be either
treasury Shares or Shares originally issued for such purpose. If an Option or
an SAR covering Shares terminates or expires without having been exercised in
whole or in part, other Options or SARs may be granted covering the Shares as
to which the Option or SAR was not exercised. If a Restricted Stock Award is
forfeited, other Restricted Stock Awards may be granted covering the Shares
which were forfeited.
5. Administration Of Plan
The Plan shall be administered by a committee of the Board, which may be a
standing committee of the Board and which shall be composed of not less than
three directors of the Parent Company, appointed by the Board, none of whom
shall be eligible (or shall have been eligible within one year prior to the
date of his or her appointment) to be granted Options, SARs or Restricted Stock
Awards under the Plan. Additionally, no member of the Committee shall be
eligible (or shall have been eligible within one year prior to the date of his
or her appointment) to be selected as a participant under any other
discretionary plan of the Company or any of its affiliates entitling him or her
to acquire stock, stock options or stock appreciation rights of the Company or
any of its affiliates.
6. Grant of Rights
The Committee may grant Options, SARs, Restricted Stock Awards or all of
the foregoing to eligible employees of the Company.
7. Eligibility
(a) Eligible employees to whom Options and SARs may be granted shall be
officers and other key employees of the Company, including employees
who are also directors. Directors who are not employees of the
Company shall not be eligible.
(b) An Incentive Stock Option shall not be granted to a Ten Percent
Shareholder except on such terms concerning the option price and
period of exercise as are provided in Paragraphs 8(a) and 8(f) with
respect to such a person. A Non-Qualified Option shall not be
granted to a Ten Percent Shareholder.
(c) Restricted Stock Awards may be granted to those officers and other
employees of the Company who are designated by the Committee as
eligible to receive Restricted Stock Awards.
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8. Option and SAR Agreements and Terms
All Options and SARs shall be granted within ten years from November 22,
1996 and be evidenced by Option agreements or SAR agreements which shall be
executed on behalf of the Parent Company and by the respective Optionees or
Holders. The terms of each such agreement shall be determined from time to
time by the Committee, consistent, however, with the following:
(a) Option Price. The option price per Share shall be determined by the
Committee but, in the case of Incentive Stock Option, shall not be
less than 100% of the Fair Market Value of such Share on the Date of
Grant. With respect to any Incentive Stock Option granted to a Ten
Percent Shareholder, the option price per Share shall not be less
than 110% of the Fair Market Value of such Share on the Date of
Grant.
(b) Restrictions on Transferability. No Option or SAR shall be
transferable otherwise than by will or the laws of descent and
distribution and, during the lifetime of the Optionee or Holder,
shall be exercisable only by him or her. Upon the death of an
Optionee or Holder, the person to whom the rights shall have
passed by will or by the laws of descent and distribution may
exercise any Options or SARs only in accordance with the provisions
of Paragraph 8(f).
(c) Payment Upon Exercise of Options. Full payment for Shares purchased
upon the exercise of an Option shall be made in cash or, at the
election of the Optionee and as the Committee may, in its sole
discretion, approve, either (1) by surrendering Shares with an
aggregate Fair Market Value equal to the aggregate option price,
(2) by delivering such combination of Shares and cash as the
Committee may, in its sole discretion, approve or (3) at the election
of the Optionee, and if the Committee, in its sole discretion
approves, by surrendering the Option in exchange for issuance of a
number of shares equal to the difference between the exercise price
of the Option and the Fair Market Value of the Shares subject to the
Option.
(d) Issuance of Certificates Upon Exercise of Options; Payment of Cash.
Only whole Shares shall be issuable upon exercise of Options. Any
right to a fractional Share shall be satisfied in cash. Upon payment
of the option price, a certificate for the number of whole Shares and
a check for the Fair Market Value on the date of exercise of any
fractional Share to which the Optionee is entitled shall be delivered
to such Optionee by the Parent Company, provided, however, that in
the case of the exercise of a Non-Qualified Option, the Optionee has
remitted to his employer an amount, determined by such employer,
necessary to satisfy applicable federal, state or local tax-
withholding requirements, or made other arrangements with his or her
employer for the satisfaction of such tax-withholding requirements.
The Parent Company shall not be obligated to deliver any certificates
for Shares until such Shares have been listed (or authorized for
listing upon official notice of issuance) upon each stock exchange
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upon which outstanding Shares of such class at the time are listed
nor until there has been compliance with such laws or regulations as
the Parent Company may deem applicable. The Parent Company shall use
its best efforts to effect such listing and compliance.
(e) Issuance of Certificates Upon Exercise of SARS; Payment of Cash.
Upon exercise of an SAR, its Value shall be payable in cash, Shares,
or in such combination of cash and Shares as is selected by the
Holder and approved by the Committee in its sole discretion. Any
Shares due upon exercise of an SAR shall be delivered to the Holder
by the Parent Company and any payment of cash shall be made by the
employer of the Holder. The employer of the Holder shall deduct from
the amount of any cash so payable an amount necessary to satisfy
applicable federal, state, or local tax-withholding requirements. If
no cash is payable (or if the amount of cash payable is insufficient
to satisfy applicable tax-withholding requirements), no Shares shall
be delivered by the Parent Company to the Holder until the Holder
remits to his or her employer an amount, determined by such employer,
necessary to satisfy applicable federal, state, or local tax-
withholding requirements or makes other arrangements for the
satisfaction of such tax-withholding requirements. The Parent
Company shall not be obligated to deliver any certificates for Shares
until such Shares have been listed (or authorized for listing upon
official notice of issuance) upon each stock exchange upon which
outstanding Shares of such class at the time are listed nor until
there has been compliance with such laws or regulations as the Parent
Company may deem applicable. The Parent Company shall use its best
efforts to effect such listing and compliance.
(f) Periods of Exercise Of Options and SARs. An Option or SAR shall be
exercisable in whole or in part at such time as may be determined by
the Committee and stated in the Option or SAR agreement, provided,
however, that, unless otherwise determined by the Committee, no
Option or SAR shall be exercisable before one year or after five
years from the Date of Grant in the case of an Option or SAR granted
to a Ten Percent Shareholder, or before one year or after ten years
from the Date of Grant in all other cases, except as provided below:
(i) In the event that an Optionee or Holder ceases to be employed
by the Company for any reason other than retirement,
disability (as determined by the Committee) or death, any
Option or SAR held by such Optionee or Holder shall not be
exercisable after the date the Optionee or Holder ceases to be
employed by the Company unless otherwise determined by the
Committee and set forth in the Option or SAR agreement or a
written amendment thereto; provided, however, that in no event
shall an Option or SAR be exercisable after five years from
the Date of Grant in the case of a Ten Percent Shareholder or
after ten years from the Date of Grant in all other cases;
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(ii) If an Optionee or Holder ceases to be employed by the Company,
and if such cessation of employment is due to the disability
(as determined by the Committee) or the retirement of the
Optionee or Holder, he or she shall have the right to exercise
his or her Options or SARs until the last day of the sixth
month following cessation of employment, or such longer period
as the Committee may determine and set out in writing, even if
the date of exercise is within any time period prescribed by
the Plan prior to which such Option or SAR shall not be
exercisable; provided, however, that in no event shall an
Option or SAR be exercisable after five years from the
Date of Grant in the case of a Ten Percent Shareholder or
after ten years from the Date of Grant in all other cases;
(iii) In the event that an Optionee or Holder ceases to be employed
by the Company by reason of his or her death, any Incentive
Stock Option, Non-Qualified Option or SAR held by such
Optionee or Holder shall be exercisable, the person to whom
the rights of the Optionee shall be passed by will or by the
laws of descent and distribution until the last day of the
twelfth month following the date of the Optionee's or Holder's
death, or such longer period as the Committee may determine
and set out in writing, even if the date of exercise is within
any time period prescribed by the Plan prior to which such
Option or SAR shall not be exercisable; provided, however,
that in no event shall an Option or SAR be exercisable after
five years from the Date of Grant in the case of a Ten Percent
Shareholder or after ten years from the Date of Grant in all
other cases.
(g) Date of Exercise. The date of exercise of an Option or SAR shall be
the date on which written notice of exercise, addressed to the Parent
Company at its main office to the attention of its Secretary, is hand
delivered, telecopied or mailed, first class postage prepaid;
provided, however, that the Parent Company shall not be obligated to
deliver any certificates for Shares pursuant to the exercise of an
Option or SAR until the Optionee shall have made payment in full of
the option price for such Shares. Each such exercise shall be
irrevocable when given. Each notice of exercise must (i) specify the
Incentive Stock Option, Non-Qualified Option, SAR, or combination
thereof, being exercised; (ii) must, in the case of the exercise of
an Option, include a statement of preference (which shall not be
binding on the Committee) as to the manner in which payment to the
Parent Company shall be made (Shares or cash or a combination of
Shares and cash); and (iii) must, in the case of the exercise of an
SAR, include a statement of preference (which shall not be binding on
the Committee) as to the manner in which payment to the Holder shall
be made (Shares or cash or a combination of Shares and cash).
(h) Termination of Employment. For purposes of the Plan, a transfer of
an employee between two employers, each of which is a Company, shall
not be deemed a termination of employment.
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(i) Multiple Grants of Incentive Stock Options, Non-Qualified Options and
SARs. The grant, exercise, termination or expiration of any
Incentive Stock Option, Non-Qualified Option or SAR shall have no
effect upon any other Incentive Stock Option, Non-Qualified Option or
SAR held by the same Optionee or Holder; provided, however, that the
Committee may, in its sole discretion, provide in the Option
agreement or SAR agreement that the exercise of a certain number of
SARs is conditioned upon the exercise of a certain number of Options
or provide that an SAR shall otherwise be attached to Options granted
under the Plan. All SARs which are attached to Options shall be
subject to the following terms:
(A) such SAR shall expire no later than the Option to which it is
attached,
(B) such SAR shall be for an amount no more than the excess of the
Fair Market Value of the Shares subject to the attached Option
on the date such SAR is exercised over the option price of such
Option,
(C) such SAR shall be subject to the same restrictions on
transferability as the Option to which it is attached,
(D) such SAR shall be exercisable only when the Option to which it
is attached is eligible to be exercised,
(E) such SAR shall be exercisable only when the Fair Market Value of
the Shares subject to the attached Option exceeds the option
price of such Option, and
(F) such SAR shall expire upon the exercise of the Option to which
it is attached.
Upon exercise of an SAR which is attached to an Option, the Option to
which the SAR is attached shall expire.
9. Limitation on Grant of Incentive Stock Options
The aggregate Fair Market Value (determined as of the time options are
granted) of the shares for which any employee may be granted incentive stock
options that first become exercisable in any one calendar year under the Plan
and any other plan of his employer corporation and its parent and subsidiary
corporations, as defined respectively in sections 425(e) and (f) of the Code,
shall not exceed $100,000.
10. Rights As Shareholders With Respect to Options and SARs
Neither an Optionee nor a Holder shall have any right as a shareholder
with respect to any Shares subject to his or her Options or SARs until the date
of the issuance of a stock certificate to him or her for such Shares.
11. Restricted Stock Awards
The grant of Restricted Stock Award shall be subject to the following
terms and conditions:
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(a) Grant of Restricted Stock Award. Any Restricted Stock granted under
the Plan shall be evidenced by an agreement executed by the Company
and the Holder, which agreement shall conform to the requirements of
the Plan, and shall specify (i) the number of Shares subject to the
Award, (ii) the Restriction Period applicable to each Award, (iii)
the events that will give rise to a forfeiture of the Award, (iv) the
Performance Goals that must be achieved in order for the restriction
to be removed from the Award, (v) the extent to which the Holder's
right to receive the Shares under the Award will be forfeited if the
Performance Goals are not met, and (vi) whether the Restricted Stock
is subject to a vesting schedule. The agreement may contain such
other provisions not inconsistent with the terms of the Plan as the
Committee shall deem advisable.
(b) Delivery of Restricted Stock. Upon determination of the number of
shares of Restricted Stock that are to be granted to the Holder, the
Committee shall direct that a certificate or certificates
representing the number of Shares be issued to the Holder with the
Holder designated as the registered owner. The certificate(s)
representing such shares shall be legended as to restrictions on the
sale, transfer, assignment, or pledge of the Restricted Stock during
the Restriction Period and deposited by the Holder, together with a
stock power endorsed in blank, with the Company.
(c) Dividend Equivalents. Notwithstanding any provision of the Plan to
the contrary, a Holder who has been granted a Restricted Stock Award
pursuant to this Paragraph 11 may, at the discretion of the
Committee, be credited as of dividend payment dates during the
Restriction Period with Dividend Equivalents with respect to the
Shares underlying the Restricted Stock Award. Such Dividend
Equivalents shall be credited to an account established on behalf of
the Holder by the Company. The Dividend Equivalents credited under
this Paragraph (c) shall be notionally reinvested in Shares and shall
be converted into additional Shares under such formula, at such time,
and subject to such limitations as may be determined by the
Committee.
(d) Receipt of Common Stock. At the end of the Restriction Period, the
Committee shall determine, in light of the terms and conditions set
forth in the Restricted Stock agreement, the number of shares of
Restricted Stock with respect to which the restrictions imposed
hereunder shall lapse. The Restricted Stock with respect to which
the restrictions shall lapse shall be converted to unrestricted
Shares by the removal of the restrictive legends from the Restricted
Stock. Thereafter, Shares equal to the number of shares of the
Restricted Stock with respect to which the restrictions hereunder
shall lapse shall be delivered to the Holder. The Committee may, in
its sole discretion, modify or accelerate the vesting and delivery of
shares of Restricted Stock.
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(e) Termination By Reason of Death, Disability or Retirement. Unless
otherwise determined by the Committee at the time of grant, if a
Holder ceases to be employed by the Company and such cessation of
employment is due to the Holder's death, disability (as determined by
the Committee) or retirement, the vested portion of the Restricted
Stock, if any, shall become nonforfeitable. The non-vested portion
of the Restricted Stock shall be forfeited as of the date of such
termination of employment.
(f) Other Termination. Unless otherwise determined by the Committee at
the time of grant, if a Holder ceases to be employed by the Company
and such cessation of employment is due to any reason other than for
death, disability (as determined by the Committee), or retirement,
any Restricted Stock with respect to which the Restriction Period has
not expired shall be forfeited.
12. Changes in Capitalization
In the event of a stock dividend, stock split, recapitalization,
combination, subdivision, issuance of rights, or other similar corporate
change, the Board shall make full anti-dilution adjustments in the aggregate
number of Shares that may be covered by Options issued pursuant to the Plan,
the aggregate number of SARs that may be granted, the aggregate number of
Shares covered by Restricted Stock Awards that may be granted pursuant to the
Plan, the number of Shares subject to, and the option price of, each then-
outstanding Option, the number of then-outstanding SARs and the Fair Market
Value of Shares upon which the Value of such SARs is based, and the number of
Shares subject to each then-outstanding Restricted Stock Award.
13. Mergers, Dispositions and Certain Other Transactions
If, during the term of any Option or SAR, or during the Restricted Period
of any Restricted Stock Award, the Parent Company or any of the Subsidiary
Companies shall be merged into or consolidated with or otherwise combined with
or acquired by another person or entity, or there is a divisive reorganization
or a liquidation or partial liquidation of the Parent Company, the Parent
Company may choose to take no action with regard to the Options, SARs or
Restricted Stock Awards outstanding or, notwithstanding any other provision of
the Plan, to take any of the following courses of action:
(a) Not less than 15 days or more than 60 days prior to any such
transaction, all Optionees and Holders shall be notified that their
Options and SARs shall expire on the 15th day after the date of such
notice, in which event all Optionees and Holders shall have the right
to exercise all of their Options and SARs prior to such new
expiration date; or
(b) The Parent Company shall provide in any agreement with respect to any
such merger, consolidation, combination or acquisition that the
surviving, new or acquiring corporation shall grant options and stock
appreciation rights to the Optionees and Holders to acquire shares,
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or stock appreciation rights in shares in such corporation with
respect to which the excess of the fair market value of the shares of
such corporation immediately after the consummation of such merger,
consolidation, combination or acquisition over the option price, or
the value of such stock appreciation rights, shall not be greater
than the excess of the Fair Market Value of the Shares over the
option price of Options (or, in the case of an SAR, the Value of such
SAR), immediately prior to the consummation of such merger,
consolidation, combination or acquisition;
(c) The Parent Company shall provide that all Restricted Stock Awards
that are outstanding on the date of the merger, consolidation,
combination or acquisition shall become nonforfeitable and
immediately payable in cash; or
(d) The Parent Company shall take such other action as the Board shall
determine to be reasonable under the circumstances in order to permit
Optionees and Holders to realize the value of rights granted to them
under the Plan.
14. Plan Not To Affect Employment
Neither the Plan nor any Award shall confer upon any employee of the
Company any right to continue in the employment of the Company.
15. Interpretation
The Committee shall have the power to interpret the Plan and to make and
amend rules for putting it into effect and administering it. It is intended
that the Incentive Stock Options granted under the Plan shall constitute
incentive stock options within the meaning of section 422A of the Code, that
the Non-Qualified Options and Restricted Stock Awards shall constitute property
subject to federal income tax pursuant to the provisions of section 83 of the
Code and that the Plan shall qualify for the exemption available under Rule
16b-3 (or any similar rule) of the Securities and Exchange Commission. The
provisions of the Plan shall be interpreted and applied insofar as possible to
carry out such intent.
16. Amendments
The Plan may be amended by the Board, but any amendment that increases the
aggregate number of Shares that may be issued pursuant to the Plan upon
exercise of Options or SARs or upon the grant of a Restricted Stock Award
(otherwise than pursuant to Paragraph 12), that changes the class of eligible
employees, or that otherwise requires the approval of the shareholders of the
Parent Company in order to maintain the exemption available under Rule 16b-3
(or any similar rule) of the Securities and Exchange Commission, shall require
the approval of the holders of such portion of the shares of the capital stock
of the Parent Company present and entitled to vote on such amendment as is
required by applicable state law and the terms of the Parent Company's Articles
of Incorporation, as then in effect, to make the amendment effective. No
outstanding Option, SAR or Restricted Stock Award shall be affected by any such
amendment without the written consent of the Optionee, Holder, or other person
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then entitled to exercise such Option or SAR or receive Shares pursuant to such
Restricted Stock Award.
17. Securities Laws
The Committee shall have the power to make each Award under the Plan
subject to such conditions as it deems necessary or appropriate to comply with
the then-existing requirements of the Securities Act of 1933 or the Securities
Exchange Act of 1934, including Rule 16b-3 (or any similar rule) of the
Securities and Exchange Commission.
18. Effective Date and Term of Plan
The effective date of the Plan, for purposes of granting Options and SARs
hereunder, shall be November 22, 1996, which is the date on which the Plan was
adopted by the Board. The effective date of the Plan, for purposes of granting
Restricted Stock Awards hereunder shall be the date of adoption of this
amendment and restatement of the Plan. The Plan shall expire no later than 10
years from the date that the Plan was adopted by the Board, unless sooner
terminated by the Board. Any Incentive Stock Option granted before the
approval of the Plan by the Parent Company's shareholders shall be expressly
conditioned upon, and shall not be exercisable until, such approval.
19. General
Each Option, SAR or Restricted Stock Award shall be evidenced by a written
instrument containing such terms and conditions not inconsistent with the Plan
as the Committee may determine. The issuance of Shares on the exercise of an
Option or SAR, or pursuant to a Restricted Stock Award, shall be subject to all
of the applicable requirements of the New Jersey Business Corporation Act and
other applicable laws, including federal or state securities laws, and all
Shares issued under the Plan shall be subject to the terms and restrictions
contained in the Articles of Incorporation of the Parent Company, as amended
from time to time. Among other things, the Optionee or Holder may be required
to deliver an investment representation to the Company in connection with any
exercise of an Option or SAR, or in connection with the receipt of Shares
pursuant to a Restricted Stock Award, or to agree to refrain from selling or
otherwise disposing of the Shares required for a specified period of time or on
specified terms.
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